8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2010

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	84-0873124
(State or Other Jurisdiction of	(Commission File	(IRS Employer Identification No.)
Incorporation)	Number)

One Biscayne Tower
2 South Biscayne Boulevard, Suite 2900
Miami, Florida 33131

(Address of Principal Executive Office)

Registrant’s telephone number, including area code (305) 856-3200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

     The information set forth in Item 7.01 to this Current Report on Form 8-K is incorporated by reference in this Item 2.02.

ITEM 7.01 Regulation FD Disclosure.

     On November 1, 2010, Terremark Worldwide, Inc. (the “Company”) issued a press release disclosing certain financial information about the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this Item 7.01.

     Statements contained in the attached press release are made pursuant to the Safe Harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995.

     In these communications, the Company may make certain statements that are forward-looking, such as statements regarding the Company’s future results and plans and anticipated trends in the industry and economies in which the Company operates. These forward-looking statements are the Company’s expectations on the day of press release, and the Company will make no efforts to update these expectations based on subsequent events or knowledge. These forward-looking statements are based on the Company’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including that the Company is subject to uncertainties inherent in government contracting, that there can be no assurances regarding the Company’s ability to cross-sell across an acquired customer base, that the Company may have limited ability to increase revenue yields within its facilities, that the Company’s ability to refinance its existing debt could be limited, that the Company’s revenue may differ from that projected; that the Company may be further impacted by slowdowns, postponements or cancellations in the Company’s clients’ businesses, or deterioration in the financial condition of the Company’s clients; that the Company’s targeted service markets may not expand as the Company expects; that the Company may experience delays in the awarding of customer contracts; that the Company’s reserves and allowances may be inadequate, or the carrying value of the Company’s assets may be impaired; that the Company may experience increased costs associated with realigning the Company’s business, or may be unsuccessful in those efforts and any of the other risks contained in the Company’s Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from the results expressed or implied in any forward-looking statements made by the Company in these communications. These and other risks, uncertainties, and assumptions are detailed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances.

     The information contained in Items 2.02 and 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number	Description
99.1	Press release, dated November 1, 2010

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Date: November 2, 2010	By:	/s/ Jose A. Segrera
		Jose A. Segrera
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release, dated November 1, 2010

EX-99.1

FOR IMMEDIATE RELEASE

Terremark Worldwide Reports Second Quarter
Fiscal Year 2011 Results

Company Delivers Strong Revenue and EBITDA Growth, Increases
Revenue and EBITDA Guidance for Fiscal Year 2011

• Total revenues for the quarter ended September 30, 2010 were $84.9 million, representing an 22% year-over-year increase

• EBITDA, as adjusted, for the quarter ended September 30, 2010 was $22.9 million, representing a 28% year-over-year increase

• Bookings were $37.7 million for the quarter ended September 30, 2010

• Income from operations for the six months ended September 30, 2010 was $11.0 million

• 67 new customers were added in the quarter, bringing the total number of customers to 1,401

MIAMI — November 1, 2010 — Terremark Worldwide, Inc. (NASDAQ:TMRK), a leading global provider of managed IT infrastructure services, today reported its results for the quarter ended September 30, 2010.

The company’s results for the quarter include revenues of $84.9 million and EBITDA, as adjusted, of $22.9 million. Based on its strong results over the first half of the fiscal year and high degree of visibility, the company is increasing its fiscal year guidance for revenues to range from $350.0 million to $353.0 million and EBITDA, as adjusted, to range from $100.0 million to $102.0 million.

“Our exceptional performance in the second quarter is a direct result of our continued focus on execution and our leadership in providing best-in-class, highly secure infrastructure for enterprises and federal government agencies,” said Manuel D. Medina, Chairman and CEO of Terremark. “Terremark’s ability to deliver hybrid solutions for the complex IT systems that our customers operate, with fully integrated, leading-edge cyber security tools to protect their data, continues to differentiate us in the market and drive our success.”

“Our team delivered very strong results across all our key financial metrics, clearly demonstrating the solid growth we continue to see across our product set and geographies,” said Jose Segrera, Terremark’s CFO. “With strong recurring revenue growth and a robust pipeline, we have high degree of visibility that gives us confidence in our ability to deliver solid results for the remainder of this fiscal year and heading into fiscal year 2012.”

Q2 FY11 Financial Highlights

• Total revenues for the quarter ended September 30, 2010 were $84.9 million, representing a 22% year-over-year increase.

• EBITDA, as adjusted, for the quarter ended September 30, 2010 was $22.9 million, representing a 28% year-over-year increase. EBITDA, as adjusted, is defined as income (loss) from operations less depreciation, amortization, certain legal and professional costs, litigation and employment settlements, and share-based payments, including share-settled liabilities. EBITDA, as adjusted, should be considered in addition to, but not in lieu of, income (loss) from operations reported under U.S. Generally Accepted Accounting Principles (GAAP).

• Income from operations for the six months ended September 30, 2010 was $11.0 million.

• Cross connects billed to customers increased to 9,650 as of September 30, 2010 from 8,789 a year earlier, representing a 10% year-over-year increase. The compelling value of Terremark’s network-neutral model continues to be reinforced by the consistent growth of cross connects billed to customers.

• Total colocation space utilization increased to 36.6% as of September 30, 2010 from 30.3% as of June 30, 2010. Utilization of built-out colocation space increased to 62.5% as of September 30, 2010, an increase from 54.9% as of June 30, 2010.

Q2 FY11 Business Highlights

• Terremark increased the annualized cloud computing run rate to $30.0 million during the second quarter, a 15% increase from the previous quarter. The company continues to add large enterprises and federal government agencies to the customer base leveraging its secure cloud computing solutions to deploy and manage business-critical applications at a reduced cost.

• Terremark had another quarter of strong bookings with $37.7 million of new annual contract value booked in the quarter ended September 30, 2010.

• During the quarter ended September 30, 2010, Terremark added 67 new customers, for a total of 1,401 customers at the end of the period.

• In September, Verizon Business announced it was working with Terremark and VMware on its latest cloud computing offering, Computing as a Service, SMB. This announcement reflects Terremark’s growing relationship with Verizon, which also signed a colocation services agreement for 25,000 square feet at the NAPs of the Capital Region and the Americas to meet increasing demand from their federal clients to deliver FISMA-compliant data center services.

• Construction of the third datacenter at Terremark’s NAP of the Capital Region campus was completed ahead of schedule and on budget in the second quarter of fiscal year 2011.

Business Outlook

• For the third quarter of fiscal 2011, the company expects revenues to range from $89.0 million to $91.0 million and EBITDA, as adjusted, to range from $26.0 million to $27.0 million.

• For the full 2011 fiscal year, the company increased guidance for revenues to range from $350.0 million to $353.0 million and EBITDA, as adjusted, to range from $100.0 million to $102.0 million.

The foregoing statements regarding targets for the quarter and full year are forward-looking and actual results may differ materially. These are the company’s targets, not predictions of actual performance.

Conference Call Information

• The Company will hold a conference call today, November 1, 2010 at 5:00 p.m. ET, to discuss all of the above.

• To hear the conference call live, please dial 866-770-7129 (domestic) or 617-213-8067 (international) five to ten minutes before the call and reference the passcode TMRK Call.

• A simultaneous live Webcast of the call will be available on the Internet at http://www.terremark.com, under the Investor Relations heading.

• A replay of the call will be available beginning on Monday, November 1, 2010 at 8:00 p.m. ET by dialing 888-286-8010 (domestic) or 617-801-6888 (international) and providing the following replay code: 42517031. In addition, the Webcast will be archived on the Company’s web site at http://www.terremark.com.

The company’s financial performance as of and for the quarters ended September 30, 2010, June 30, 2010 and September 30, 2009 and for the six months ended September 30, 2010 and September 30, 2009 can be found on the attached balance sheet and income statements. Additional information on the Company’s financial performance can also be found on the Company’s Quarterly Report on Form 10-Q.

About Terremark Worldwide, Inc.

Terremark Worldwide (NASDAQ:TMRK) is a leading global provider of IT infrastructure services delivered on the industry’s most robust and advanced technology platform. Leveraging data centers in the United States, Europe and Latin America with access to massive and diverse network connectivity, Terremark delivers government and enterprise customers a comprehensive suite of managed solutions including managed hosting, colocation, disaster recovery, security, data storage and cloud computing services. Terremark’s Enterprise Cloud computing architecture delivers the agility, scale and economic benefits of cloud computing to mission-critical enterprise and Web 2.0 applications and its DigitalOps^® service platform combines end-to-end systems management workflow with a comprehensive customer portal. More information about Terremark Worldwide can be found at http://www.terremark.com.

Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terremark’s actual results may differ materially from those set forth in the forward-looking statements due to a number of risks, including uncertainties inherent in government contracting, its ability to cross-sell across an acquired customer base, ability to increase revenue yields within facilities, ability to refinance existing debt, uncertainties and other factors, as discussed in Terremark’s filings with the SEC. These factors include, without limitation, Terremark’s ability to obtain funding for its business plans, uncertainty in the demand for Terremark’s services or products, Terremark’s ability to manage its growth, and the successful integration of operations of acquired companies. Terremark does not assume any obligation to update these forward-looking statements.

# # #

Non-GAAP Financial Measures

Terremark continues to provide all information required in accordance with U.S. Generally Accepted Accounting Principles (GAAP), but it believes that evaluating its ongoing operating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, Terremark uses non-GAAP financial measures, such as EBITDA, as adjusted. In presenting these non-GAAP financial measures, Terremark excludes certain items that it believes are not good indicators of the Company’s current or future operating performance. These items are depreciation, amortization, certain legal and professional costs, litigation and employment settlements, and share-based payments, including share-settled liabilities. Bookings represent contracted revenue to be deployed in current or future periods. Bookings are calculated based on the annualized value of monthly recurring revenues plus project-type revenue.

Terremark intends to calculate the various non-GAAP financial measures in future periods on a basis consistent with its calculation of those measures for the six and three months ended September 30, 2010 and 2009 and for the three months ended June 30, 2010, presented within this press release.

CONTACT:
Media Relations
Terremark Worldwide, Inc.
Xavier Gonzalez
305-961-3134
xgonzalez@terremark.com

Investor Relations
Terremark Worldwide, Inc.
Hunter Blankenbaker
305-961-3109
hblankenbaker@terremark.com

Terremark Worldwide, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

	September 30,			June 30,			September 30,
	2010			2010			2009
Assets
Current assets:
Cash and cash equivalents	$	47,661		$	52,318		$	130,724
Accounts receivable, net		52,945			56,873			37,677
Prepaid expenses and other current assets		14,712			14,802			11,951
Total current assets		115,318			123,993			180,352
Property and equipment, net		476,116			429,563			327,488
Debt issuance costs, net		4,926			4,905			3,362
Other assets		15,592			14,653			13,602
Intangibles, net		10,805			11,282			11,879
Goodwill		96,112			96,112			86,139
Total assets	$	718,869		$	680,508		$	622,822
Liabilities and Stockholder’s Equity
Current liabilities:
Current portion of capital lease obligations	$	7,208		$	5,473		$	3,068
Accounts payable and other current liabilities		83,759			67,730			49,433
Interest payable		17,576			2,529			14,685
Total current liabilities		108,543			75,732			67,186
Secured loans		444,952			444,404			387,596
Convertible debt		57,192			57,192			57,192
Deferred rent and other liabilities		29,374			23,926			16,114
Deferred revenue		9,040			8,657			8,028
Total liabilities		649,101			609,911			536,116
Commitments and contingencies		—			—			—
Stockholders’ equity:
Series I convertible preferred stock		—			—			—
Common stock		66			65			65
Common stock warrants		8,901			8,901			8,927
Additional paid-in capital		463,567			458,396			452,591
Accumulated deficit		(402,681	)		(394,935	)		(375,408	)
Accumulated other comprehensive (loss) income		(85	)		(1,830	)		531
Total stockholders’ equity		69,768			70,597			86,706
Total liabilities and stockholders’ equity	$	718,869		$	680,508		$	622,822

Terremark Worldwide, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	For the Three Months Ended
	September 30,			June 30,			September 30,
	2010			2010			2009
Revenues	$	84,874		$	79,047		$	69,803
Expenses:
Cost of revenues, excluding depreciation and amortization		44,101			43,645			39,757
General and administrative		11,177			10,515			8,479
Sales and marketing		10,340			8,567			6,099
Depreciation and amortization		12,914			11,689			8,894
Total operating expenses		78,532			74,416			63,229
Income from operations		6,342			4,631			6,574
Other (expenses) income:
Interest expense		(14,428	)		(14,219	)		(13,929	)
Change in fair value of derivatives		149			25			61
Interest income		140			107			119
Other		835			(313	)		265
Total other expenses		(13,304	)		(14,400	)		(13,484	)
Loss before income taxes		(6,962	)		(9,769	)		(6,910	)
Income tax expense		(784	)		(499	)		(326	)
Net loss		(7,746	)		(10,268	)		(7,236	)
Preferred dividend		(234	)		(233	)		(235	)
Net loss attributable to common stockholders	$	(7,980	)	$	(10,501	)	$	(7,471	)
Net loss per common share:
Basic and diluted	$	(0.12	)	$	(0.16	)	$	(0.12	)
Weighted average common shares outstanding — basic and diluted		65,725			65,201			64,669
Reconciliation of Income from Operations to EBITDA, as adjusted:
Income from operations		6,342			4,631			6,574
Depreciation and amortization		12,914			11,689			8,894
Share-based payments, including share-settled liabilities		3,572			2,739			2,116
Certain legal and professional costs		118			185			288
Litigation and employment settlements					—			103
EBITDA, as adjusted	$	22,946		$	19,244		$	17,975
Calculation of Gross Profit Margin:
Revenues		84,874			79,047			69,803
Less:
Cost of revenues, excluding depreciation and amortization		44,101			43,645			39,757
Gross profit	$	40,773		$	35,402		$	30,046
Gross Profit Margin as a % of Revenue		48	%		45	%		43	%

Terremark Worldwide, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	For the Six Months Ended
	September 30,			September 30,
	2010			2009
Revenues	$	163,921		$	135,564
Expenses:
Cost of revenues, excluding depreciation and amortization		87,746			76,482
General and administrative		21,692			16,715
Sales and marketing		18,907			12,375
Depreciation and amortization		24,603			17,766
Total operating expenses		152,948			123,338
Income from operations		10,973			12,226
Other (expenses) income:
Interest expense		(28,647	)		(22,993	)
Loss on early extinguishment of debt		—			(10,275	)
Change in fair value of derivatives		174			(1,439	)
Interest income		247			212
Other		522			755
Total other expenses		(27,704	)		(33,740	)
Loss before income taxes		(16,731	)		(21,514	)
Income tax expense		(1,283	)		(900	)
Net loss		(18,014	)		(22,414	)
Preferred dividend		(467	)		(469	)
Net loss attributable to common stockholders	$	(18,481	)	$	(22,883	)
Net loss per common share:
Basic and diluted	$	(0.28	)	$	(0.36	)
Weighted average common shares outstanding — basic and diluted		65,465			63,050
Reconciliation of Income from Operations to EBITDA, as adjusted:
Income from operations		10,973			12,226
Depreciation and amortization		24,603			17,766
Share-based payments, including share-settled liabilities		6,311			4,148
Certain legal and professional costs		303			393
Litigation and employment settlements					142
EBITDA, as adjusted	$	42,190		$	34,675
Calculation of Gross Profit Margin:
Revenues		163,921			135,564
Less:
Cost of revenues, excluding depreciation and amortization		87,746			76,482
Gross profit	$	76,175		$	59,082
Gross Profit Margin as a % of Revenue		46	%		44	%